Yara International ASA has today acquired 30.05 percent of all shares and votes in Kemira GrowHow Oyj from the State of Finland. The purchase price paid for the shares is EUR 12.12 per share. As a result of the acquisition, Yara will launch a mandatory tender offer for the remaining shares in the company at the same price of EUR 12.12 per share in accordance with the Finnish Securities Markets Act. The offer will strengthen the long-term growth and value creation prospects for the combined company.
Kemira GrowHow's phosphate and Yara's nitrogen activities will serve as a solid platform for the future and further position the company as a knowledge leader in the global fertilizer industry known for its broad portfolio and balanced fertilization. The transaction will secure a strong European based fertilizer industry to the benefit of the competitiveness and quality of the EU food supply system.
"I am very excited about the opportunities this transaction will create and pleased that two Nordic companies with a strong history can combine their strengths in meeting the global competition. Kemira GrowHow's phosphate mining, processing and commercialization complements Yara's existing business extremely well," says CEO and President of Yara International ASA, Thorleif Enger. "The combined activities will create value for the shareholders and be good for our employees and customers."
Kemira GrowHow owns a major phosphate mine at Siilinjärvi, Finland and has access to additional phosphate rock through mining rights at Sokhli. The company is one of the leading producers of fertilizers and feed phosphates in Europe with production facilities in 8 countries, sales to over 100 countries and about 2,500 employees. Kemira GrowHow focuses on providing customized fertilizers and related services for crop cultivation, feed phosphates for use in animal feed, as well as process chemicals for selected industrial segments. During first quarter of 2007 net sales were EUR 350 million and operating profit EUR 21.4 million.
"Combining the global business approach of Yara and its nitrogen activities with Kemira GrowHow's platform within phosphate creates new opportunities in meeting our goals, both with regard to our competitiveness, our geographical presence and our offer to the customers," says CEO of Kemira GrowHow Oyj, Heikki Sirviö.
Contemplated Tender offer
As designated by Yara International ASA, Yara Nederland BV, which is a wholly owned subsidiary of Yara International ASA, has acquired 17,188,480 shares in Kemira GrowHow Oyj from the State of Finland. The purchase price paid for the shares is EUR 12.12 per share. The acquired shares, representing 30.05 percent of all shares and votes in Kemira GrowHow, constitute the total holding of Yara in Kemira GrowHow at the date hereof.
As a result of the acquisition of the State shares, Yara's holding exceeds three-tenths (3/10) of the votes in Kemira GrowHow and Yara is under the obligation to launch a mandatory tender offer under the Chapter 6 Section 10 of the Securities Markets Act for the remaining shares in Kemira GrowHow. It is anticipated that the tender offer will be commenced within 30 days, but in any event within the time period provided in Chapter 6 Section 14 of the Securities Markets Act. The offered cash consideration in the tender offer will be EUR 12.12 per share.
The tender offer will value Kemira GrowHow at EUR 671.8 million on an equity value basis. The cash consideration of EUR 12.12 per share corresponds to a premium of 30.7 percent over the closing price of EUR 9.27 per share on 23 May 2007, a premium of 36.1 percent over the average closing price for the previous 30 trading days and a premium of 30.8 percent over the volume-weighted average price during the previous 3 months. The offer price also represents a premium of 17.1 percent over the Company's all-time high traded share price of EUR 10.35 per share. Additionally Yara will pay interest accruing at an annual rate of 5.00 percent from date on which an account operator or a custodian has received the acceptance of the tender offer by a shareholder of Kemira GrowHow until and including the payment day of the offer price pursuant to the tender offer to such shareholder.
The tender offer will be conditional on the relevant regulatory approvals. However, Yara and Kemira GrowHow do not anticipate any problems with the regulatory process and Yara is prepared to accommodate concerns of the authorities to a large extent to assure such approval. Until such conditions are met and the deal is finalised, Kemira GrowHow will continue its business operations as usual and there are no effects on the personnel. The CEO and the management team of Kemira GrowHow will continue to run the business according to its current strategy and report to the Board of Directors as before.
Yara will fund the offer consideration from its existing cash balances and credit lines. Yara has confirmed to Kemira GrowHow that the funding will be available at the time of the tender offer as required by the Finnish Securities Markets Act.
Yara and Kemira GrowHow have today entered into a Combination Agreement. The Boards of Directors of Yara and Kemira GrowHow, respectively, strongly believe that the combination will strengthen the long-term growth and value creation prospects for the combined company. The Board of Directors of Kemira GrowHow has assessed the tender offer and, to support its evaluation, acquired a fairness opinion from Lehman Brothers Europe Limited. Based on its assessment the Board has concluded that the offer price is fair from a financial point of view to Kemira GrowHow's shareholders. Therefore, the Board will unanimously recommend that the shareholders accept the tender offer by Yara. The Board of Directors of Kemira GrowHow will issue a statement on the tender offer in accordance with Chapter 6, Section 6 of the Securities Markets Act.
Yara is being advised by Citi.
Rationale of the proposed deal
The combination of the two companies will create a strong, world-class company able to compete effectively in the global fertilizer market. Phosphate rock mining, phosphoric acid and finished products at Siilinjärvi and Uusikaupunki in Finland will be important additions to Yara's phosphate-related capabilities and represent new capacity within Yara. Yara is interested in opening the Sokli mine in Finnish Lapland and to explore the commercial utilisation of the phosphate raw material extracted from the mine, if a commercially sustainable means of implementation will be found. Kemira GrowHow's phosphate mining and primary upgrading operations in Finland will provide new competencies to the combined company complementary to Yara's existing operations, and Yara foresees that these operations will continue in the role of key competence centers in these fields as part of the combined company.
Yara and Kemira GrowHow have both streamlined their operations during the last ten years. The combination creates new opportunities for value creation through further synergies and growth. Yara's global sales and marketing network will be an asset to the industrial operations of Kemira GrowHow in Finland and elsewhere in Europe. Scale, diversification and financial strength will provide stability for the company, its customers, and its employees. This creates a good platform to further develop Kemira GrowHow's asset base and customer offerings and provides new opportunities for Kemira GrowHow's employees. Due to the insignificant overlap in operations of Kemira GrowHow and Yara in Finland, the combination's impact on employees in Finland will be very limited. The Finnish operations as a whole bring new production capacity and future potential for Yara, which will actively consider increasing the phosphate-related activity in Finland.